21 iconic movies you absolutely need to see twice

From Inception to Donnie Darko to Memento these films are so complex—or confounding—that you need more than one viewing to wrap your head around them

Film Features M. Night Shyamalan
21 iconic movies you absolutely need to see twice
Clockwise from Upper Left: Inception (Warner Bros.), The Usual Suspects (Universal), Arrival (Sony), The Shining (Warner Bros.), The Sixth Sense (Disney) Graphic: AVClub

The typical big-budget blockbuster has a formula that chugs along with a certain familiarity, whether it’s a buddy-cop dramedy, a CGI-overloaded superhero pic or an A-list action thriller. Of course, one viewing is usually enough for most of those projects. Then there are those other types of films, a much rarer breed, that almost seem to require a second look. In these instances, filmmakers give us movies that blow our minds so completely that we can’t comprehend what just happened. Or they deliver films that have confoundingly complex plots, or endings that come so totally out of the blue that a second watch is almost immediately required to stop your head from spinning. The movies that follow practically beg for a second viewing—and that still might not be enough. Here, then, is an alphabetical look at movies that quite simply need to be seen twice.

previous arrowArrival (2016) next arrow
Arrival Trailer (2016) - Paramount Pictures

Everyone was talking about Denis Villeneuve in the 2010s, thanks to 2015’s Sicario and this brainy sci-fi masterpiece starring Amy Adams as Louise, a linguist recruited to find out why aliens have landed on Earth. But is more than just your typical alien-invasion movie—it delves into how language determines your perception the world and the beliefs you hold. As Louise works towards an understanding of the aliens, she also works toward an understanding of herself, while the story of love and loss unspools to an achingly emotional conclusion. Adams’ tour-de-force performance is itself worth another look (how she didn’t win an Oscar is anyone’s guess), but you’ll want to rewatch to decipher the language puzzle.

108 Comments

  • marenzio-av says:

    Inception is pretty cool.  It is not iconic.

  • actuallydbrodbeck-av says:

    I’ll say this, Memento is the best depiction of how anterograde amnesia (by far the most common type of amnesia) works that I’ve ever seen.  

    • fredsavagegarden-av says:

      Maybe it’s just the best one that you REMEMBER seeing.

      • actuallydbrodbeck-av says:

        Mind. Blown.In all seriousness though, it does a fine job. I teach a course on memory and one of my students for his final project did a media critique of Memento. It was a fun paper to read, unlike, you know most of them…

      • nilus-av says:

        OP has “Memento is the best depiction of how anterograde amnesia (by far the most common type of amnesia) works that I’ve ever seen” tattooed on his chest. 

  • sybann-av says:

    I knew the twist in the Sixth Sense from the ads. Aggravated my father who’d seen it and told me “you’ll never guess the ending,” so I did. He just LOOKED at me – then said “HOW?!” Sometimes I just get endings. I’m a walking spoiler. 

    • tigrillo-av says:

      I never saw the ads, but heard general rumblings about this mind-blowing twist ending. So (spoiler, I guess) after Bruce Willis got shot at the beginning and then he and his wife are out to (anniversary?) dinner and she isn’t speaking to him — which makes no narrative sense if they love each other so much and this is the first scene after the assault — I was thinking, “Okay, he’s dead, but there’s some amazing twist coming…” and so I was wondering what the surprise could possibly be… It’s a decent enough film with some terrific performances (Osment, Collette, Wahlberg), and I do think Knight is a terrific director far outstripping his abilities as a writer), but man, that was disappointing.

      • sybann-av says:

        Imagine my poor Dad? He thought having seen it he had one up on his eldest. 😉

      • gojiman74-av says:

        Same thing happened to me in the theater.  During that dinner scene I turned to my wife and said, I know what the big surprise is going to be.

        • mcfly1955-av says:

          yup. i whispered to my mate in the cinema during the restuarant scene – but i caught a few people nearby with this whisper. they weren’t happy. i got to see this and then fight club straight after. what a double bill. The 90’s man.

      • jthane-av says:

        Who’s “Knight?”

        • tigrillo-av says:

          M. Knight S——-?  I’m too lazy to look up the spelling of his surname.

          • jthane-av says:

            Ah. Sorry, didn’t make the connection. It’s actually “Night,” no K.M. Night Shyamalan.

          • tigrillo-av says:

            Thanks for the correction (seriously).I’m both lazy and stupid. Dangerous combination….and I get to vote!

          • jthane-av says:

            No worries – I was genuinely confused by the name, though honestly I should have put it together. Glad to help.

      • dmicks-av says:

        It did cross my mind that was the twist, but then it seemed like the mother spoke to him. In fact, I remember thinking that she did for sure, so I saw it again, and realized that it just appeared that way.

        • browza-av says:

          There’s the scene where Cole enters the house and the two of them are sitting, facing each other, as if they were just talking. My thought, long after seeing it and probably after many viewings, was “What was happening just before it cut to that shot? Was Bruce Willis taking to her and wondering why she wasn’t responding? Was he just staring back like, ‘Hmm, well, since my wife is apparently having an affair…oh, dang, the kid’s here’”?

    • browza-av says:

      I wouldn’t have seen it coming if it hadn’t been for all the hype about a twist. As it is, it occurred to me in the restaurant scene.

      • nilus-av says:

        That’s kinda the issue. For me, If I know there is a “big twist” in a movie then I spend the whole thing trying to figure it out and don’t enjoy the movie for what it is. It’s basically why I can’t enjoy M Night movies since “the twist” is his thing.

        • browza-av says:

          Agreed. It also hurts his non-twist movies (which are admittedly few) because you’re anticipating something that never happens.

    • bcfred2-av says:

      Especially since they put the lynchpin to the whole twist right there in the damn trailer. In the movie you don’t know he ACTUALLY sees and communicates with dead people until at least halfway through.

      • sybann-av says:

        After all this back and forth and thinking about it – I’m not even sure I’d seen the trailer when I guessed… 

    • cyrils-cashmere-sweater-vest-av says:
    • katanahottinroof-av says:

      I thought that some cheating went on, with all of the other dead people still covered in their bruises and blood, vomiting and hanging.  Bruce should have been bleeding, or throw in some less obviously dead ghosts.

  • paulfields77-av says:

    I have seen precisely none of these films twice.  There are one or two in there where I think maybe I’d pick up on a lot more if I watched it again.  But too many of them are high concept films that just aren’t all that engaging.

    • electricsheep198-av says:

      I’ve seen The Usual Suspects multiple times, but just because it’s good movie, not because it’s so “complex” that I just couldn’t wrap my mind around it as posited here. lol

      • bcfred2-av says:

        Same. It’s an engaging and quick-moving story with nothing but fantastic performances from everyone involved. 100% worth a rewatch even if you don’t need one to absorb the plot (which is more of a “whoa!” moment thanks to its unreliable narrator than some mind-bender).

        • electricsheep198-av says:

          Yeah it’s fun on multiple rewatchings to pick up extra details, but it’s easy to follow.  I feel like a lot of this list is just “hehe I know the twist that was crazy right!”

      • paulfields77-av says:

        Yeah – that would be the one that I’d quite happily watch again, and it might be interesting to watch it knowing the twist, but they kind of wrap all that stuff up in the closing scenes anyway. So I agree, I’d mostly watch it just because it’s a great film.

        • electricsheep198-av says:

          That’s a good point–they do literally go back and show you all the clues you missed at the end.  

      • timflesh22-av says:

        Yeah “pay attention to the bulletin board and the sketch”…you mean the clues to the big reveal that the movie fucking walks you through and points out at the end?Just like 6th Sense, the clues are re-highlighted at the end of the movie when the twist drops.

        • browza-av says:

          There are a few moments, though, where you can catch Verbal intently examining the board or looking directly at the bottom of the mug. It’s fun to spot those.

  • 4jimstock-av says:

    I would add Buckaroo Banzai to this list. First time it just seems weird, second time you see the humor of it all. 

  • gruesome-twosome-av says:

    There should be no need to watch Prometheus a second time.

    • sentient-bag-of-dog-poop-av says:

      Yeah, that was really the only one on the list that I was like “hard pass”. It’s not like it’s structured in a complicated way, or has a mind bending twist that makes you reevaluate what came before–it just kind of sucks. 

      • gruesome-twosome-av says:

        Yep. It’s really not that hard to follow, and yeah, there’s no huge twist or anything either. I actually don’t hate it, despite the often poor writing with the dumbass character decisions and such, but still: it’s not challenging enough for the need to see it twice, nor is it really a good enough film.        

        • bcfred2-av says:

          See to me the dumbass character decisions made the typical necessary sci fi suspension of disbelief impossible to sustain. Space will kill you, atmosphere on alien planets will kill you, unknown life forms will kill you, yet a crew member / scientist is going to play with a snake that materializes out of some primordial ooze in the middle of a room full of freaky shit that combines all of those things? Just come the fuck on.

    • nilus-av says:

      It’s about as deep as an episode of Ancient Aliens but somehow more stupid. 

    • fever-dog-av says:

      I would much rather watch Prometheus again than the Usual Fucking Suspects.  That movie is WAAAY overrated.

    • jpfilmmaker-av says:

      I’m not sure I’d accept a recommendation that anyone watch it at first time, at this point.

  • thepetemurray-darlingbasinauthorithy-av says:

    My reaction when the most obvious film didn’t make the list:

  • bs-leblanc-av says:

    You have Christopher Nolan on here three times, but I think you could’ve included Tenet too.

    • sentient-bag-of-dog-poop-av says:

      Tenet wasn’t very fun to watch the first time though

      • frankwalkerbarr-av says:

        I kind of agree with you even though I’m a Nolan fan. The movie had probably the worst sound mixing of any film I’ve experienced. I seriously couldn’t understand most of the dialogue as the music and sound effects overpowered it. I saw it again months later at home with subtitles on. It was marginally better, although it still felt more like a parody of a Nolan film than an actual Nolan film.

        • dsgagfdaedsg-av says:
          • thepetemurray-darlingbasinauthorithy-av says:

            Nolan is just the conman from The Emperor’s New Clothes for neckbeards.

        • sentient-bag-of-dog-poop-av says:

          Parody of a Nolan film is the perfect description—I think it was around the scene where the lady was describing how the bullets worked that I was like “holy shit, this is the real life version of the South Park making fun of Nolan movies”

      • danniellabee-av says:

         I agree. It really wasn’t fun. That’s why I haven’t re-watched it despite the fact that I saw it in theaters and the dialogue was very difficult to pick up on due to the sound mixing. 

        • sentient-bag-of-dog-poop-av says:

          I even watched with the subtitles on the only time I’ve seen it! My mom is HOH and I grew up with them always on, so I feel kind of naked without them. It didn’t seem to improve the experience. 

    • iwontlosethisone-av says:

      I would’ve included Dunkirk. It maybe doesn’t need to be rewatched as many times as I have but I found it great in additional ways after the first time. People who didn’t really like it seemed to have trouble with the overlapping timelines, which become easier to follow.

    • donboy2-av says:

      Or The Prestige, which, on rewatch, tells you about a dozen times what’s going on but you don’t realize what you’re being told.

      • ssbtdoom001-av says:

        I, too, was going to say the “Prestige” should be added to this list.  Wolverine vs Batman with not one but two twist endings.  

  • lakeneuron-av says:

    I would also add “The Sting.” The story is put together so well that even after you know how it ends, you can watch it multiple times and notice things that you would never have noticed on that innocent first viewing. (I will try not to make this too much of a spoiler, but if you haven’t seen the movie you should probably just move on)My favorite such detail is on the morning of the big con when Hooker (Robert Redford) is getting dressed, and they show him placing something into his cheeks. On your first viewing, you don’t pay any attention, but then on the second viewing, you realize what he’s doing.

  • browza-av says:

    Del Toro supposedly gave up on his At The Mountains Of Madness adaptation because the plot of Prometheus was too similar. I’ll never forgive Scott for that.Unless we do in fact get his stop-motion version instead. Then maybe it was worth it.

    • nilus-av says:

      Which is odd because “Ancient Aliens” seeding the earth isn’t a new thing. The problem with Prometheus isn’t the philosophy of it. It’s silly shit, sure, but it’s the fun kinda silly. The problem with Prometheus is the character don’t act based on their motivations but on what action will propel the story to the next set piece Scott wants to show. The elephant in the room is the scared scientist who doesn’t want to be there, all of a sudden taking his helmet off to get a closer look at an alien snake thing. I’ve heard in the script or in a cut scene that the geologist shared his weed with him when they got lost in the ship and that would explain a lot.  But without that it’s just a complete 180 character change 

    • dinoironbody7-av says:

      But you forgive del Toro for giving up?

  • sentient-bag-of-dog-poop-av says:

    I love Solaris, it’s definitely worth multiple viewings. The Soderbergh remake is also surprisingly good in a different way. 

    • TeoFabulous-av says:

      Agreed. I like both films for wholly opposite reasons.

    • anarwen-av says:

      My all time favorite film. (mainly because of where & when I first saw it)The book is so complex that there is still a whole film in there ( about ‘Solaristics’) that’s never even been made.

  • nurser-av says:

    Not a lot of width in this list. Besides a couple of films from the seventies, most are relatively recent. If I come across any of these while looking through the channels, I may stay and watch, but I have seen every film here and I feel many are better viewed “one and done” since I’ve already discovered whatever twists and turns the plot revealed along with my reaction. No shade though–many love to see films more than once; I enjoy spending my time on new offerings.

  • recognitions-av says:

    No mention of the yellowface in Cloud Atlas huhDonnie Darko in retrospect is such a depressing, nihilistic movie. It’s like the anti-It’s a Wonderful Life, where the universe decides that life would have been better for everyone if the main character didn’t exist. And he didn’t even do anything to deserve it.The Fountain sucked. And Interstellar? That ending? Yeesh.

  • rothkowestbeachiii-av says:

    “Arrival” is top five all time.

    Saw it in a theater, went alone, in the afternoon.

    Had a hard time existing after. It was SO mindbending.

  • alborlandsflanneljock-av says:

    the number of times anyone ABSOLUTELY  NEEDS to see Donnie Darko is zero.  i was in college when it was the #1 movie your pretentious college acquaintances won’t shut the hell up about.  i finally watched it.  i want that time in my life back. i could have been binge drinking.

  • bcfred2-av says:

    I’ll go completely out of left field with Raising Arizona. It’s my favorite comedy precisely because every time you watch it you pick up some little gem that wasn’t obvious the first (or fifth) time around.

    • browza-av says:

      I don’t know that it fits this list as far as the rationale, but I agree that Raising Arizona is always worth watching again.The Hudsucker Proxy, too. Just trying to catch more of the machine gun dialog makes that worthwhile.

    • TeoFabulous-av says:

      I wish I had a dozen likes for this comment, because Raising Arizona is, for me, the Coen Brothers’ masterpiece. And yes, that includes one of my all-time favorite films, The Big Lebowski. Raising Arizona is just so tightly scripted, directed, and acted that it becomes eminently rewatchable even for mainstream audiences.(Full disclosure: I am actually in Raising Arizona, but you have to look really hard to find teenage me.)

      • browza-av says:

        Envious of that! In the bank? Grocery store?

        • TeoFabulous-av says:

          You know the climactic battle between H.I. and Leonard Smalls at the end? That’s where I am. And it was completely by accident.

          • tml123-av says:

            You are truly fabulous. It is, like all the Coen brothers’ movies, endless re-watchable. Just watched “The Man Who Wasn’t There” again and it wasn’t as good as I remembered it, but was still great.

      • bcfred2-av says:

        That’s not you shooting at H.I. in the convenience store?(very cool, BTW)

      • jbtipton-av says:

        IMHO, one of the best lines of dialogue in the history of dialogues: “I don’t know, they had Yodas and shit  on ‘em.”

  • stevegilpin-av says:

    Southland Tales is absolute garbage. No way I’m revisiting that pile of shit. 

  • kendull-av says:

    Usual Suspects is eminently rewatchable. Not for all the signs that point to the reveal, but because the dialogue is thick and fast and really fun. It’s got its own rhythm that is delightful to pore over. Prometheus also works for rewatch value. It gets some stuff wrong but there’s so much going on it’s fun to try and make it all make sense. I keep thinking “On this rewatch it will all come together properly”.

    • mysteriousracerx-av says:

      The Usual Suspects is probably at the top of my list for movies with a major twist/reveal, that aren’t diminished at all from knowing it – like The Sixth Sense, which is still fun as a re-watch, I sort get wrapped up in the “Do I see any additional clues about BW’s situation …”, but with TUS, I almost forget about who is really who, you sort of look past the “trick” and get so wrapped up the motions and performances.

    • fever-dog-av says:

      I’m not a fan. Too many plotholes. I do love the “even criminals have a myth boogeyman” bit but the ending sucked. The whole point of the movie was to eliminate the guy who could identify Keyser Soze but by the end twice as many or more can now identify him.

      • kendull-av says:

        What are the plot holes? The whole point is that Verbal is making almost everything up so surely it can be explained by that

        • fever-dog-av says:

          It’s been a while so I don’t really remember. I just remember a lot of holes. I suppose him just making it all up could explain it. But as I mentioned, the biggest plot hole is that the goal of the caper, made up or not, is to eliminate the guy who could identify Keyser Soze. Now the police know what he looks like. Oops. And I guess you could say that the whole movie was made up so it doesn’t matter since that wasn’t actually Soze’s goal all along but that seems like weak writing to me.  To me it’s a lot of flash without a lot of substance ultimately.

          • kendull-av says:

            Yeah, can’t argue that they know what he looks like now!

          • radarskiy-av says:

            That’s not a plot hole. At worst, it’s a ploy that won’t work again. At best, it’s a setup for many people knowing what Keyser Soze looks like but none of them agreeing on what Keyser Soze looks like. 

          • fever-dog-av says:

            I respectfully disagree. Soze and his team put vast amounts of resources into killing the one person who can recognize his face over the course of the film. Money, lives, exposure, ammunition, planning, legal work etc. A ton of work and effort and misdirection. And the sum of his efforts is +2 (or more) people can recognize him (plus a drawing). Also, now these police who had NEVER heard his name before, now know it. A file is opened with INTERPOL and other instituions and further investigations are made. The legal attache and the CIA at the US Embassy in Hungary get involved and receive the drawing.  It didn’t seem worth the effort.

  • seven-deuce-av says:

    Everything Everywhere All At Once is easily the worst Oscar winning picture of all-time.

  • orenthaljames-av says:

    The AV Club should do a list of the best movies to fall asleep to

  • CaptainJanewaysCat-av says:

    One other major reason to re-watch The Arrival is how time works differently to the aliens as not having a beginning, middle, or end. 

  • magpie187-av says:

    A movie being a mess means we have to watch it again? Some great movies here, some others not so much. 

  • jthane-av says:

    Magnolia?This is a movie which begins with the concept that “bizzare things really can happen,” illustrated by a vignette of three urban legends that never happened.Performances are good–possibly Cruise’s best–but Anderson’s direction leaves a lot to be desired. If you do watch it again, note how when there’s an important piece of dialogue, the actor repeats it (or a variation of it) three times. They repeat it three times. Three times.We get it already.

  • bassplayerconvention-av says:

    In addition to Primer, you could also add Upstream Color, Carruth’s second movie, if you feel like ignoring that Carruth turned out to be a psycho (specifically to Amy Seimetz who’s also in that movie, but also apparently in general)>

  • liebkartoffel-av says:

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  • bluto-blutowski-av says:

    “If you saw it with a friend, you probably discussed it for days afterward.”

    Exiting Interstellar, I turned to my wife and said, “That’s three hours of our lives we will never get back.”

    She said, “Yup.”

    This discussion did not take days. Or hours. Or even minutes.

    • peterbread-av says:

      Concur. Have tried to watch it three times. Gave up after 30-40 minutes tops. It’s just a dull film. Possibly worse than Tenet.

  • bigbydub-av says:

    I would add 12 Monkeys and The Prestige to this list.

  • luasdublin-av says:

    Three Nolan movies and no The Prestige screw that.

    • ssbtdoom001-av says:

      Hard agree.  It’s a movie with multiple twist endings.  I can count two off the top of my head but I maybe can stretch it to three?

  • tml123-av says:

    Good list. Mulholland Drive is exactly like listening to your favorite album, as you said. It is also extremely erotic.

  • Shogungts-av says:

    I remember buying Memento on DVD ~2003 and finding out that you could access a secret menu on it by entering some button combination on our remote (like the Konami code, but not). The menu allowed you to play the DVD chapters in reverse order and the movie not only still made sense, but was good. 22 year old me’s mind was blown.

  • eveharrington1923-av says:

    Sorry, but emotionally I can’t tolerate watching Arrival twice.

  • bjackyll-av says:

    Sleepaway Camp.

  • donnation-av says:

    Prometheus was written by Damon Lindelof, one of the biggest hack writers there is today. Its such a shit movie that no one should have to endure sitting through that mess more than once.  If you’ve never seen it, you’re better off. 

  • jpfilmmaker-av says:

    Arrival: the movie you watch again when you want to be reduced to a blubbering mess three seconds into the film, because you now understand the rest of the film.

  • fever-dog-av says:

    You forgot Color of Night.  Now THERE’S a twist I didn’t see coming.  Also, naked Jane March.  Also, Bruce Willis’ willis.  

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